<PAGE>

                                                                    Exhibit 99.1

                          Genencor International, Inc.
                                 Code of Conduct
                             (Issued: February 2004)

I.       PURPOSE

                  Since our formation, we have remained focused on becoming and
                  maintaining our status as one of the world's most respected
                  biotechnology companies. We pursue this goal by creating and
                  manufacturing cutting-edge products and by providing
                  unsurpassed service to our customers and strategic partners.
                  We also pursue this goal by maintaining our reputation as a
                  company of unquestioned ethics -- by being a good corporate
                  citizen in our host communities and countries, by providing a
                  safe and friendly workplace and by our unwavering commitment
                  to abide by all applicable laws, rules and regulations.

                  It is essential, therefore, that directors (as applicable in
                  the performance of their Board and Committee duties), officers
                  and employees of Genencor International, Inc. and its
                  subsidiaries (collectively, "Genencor" or "the Company")
                  observe the highest standards of conduct in all contacts with
                  customers, stockholders, suppliers, contractors, collaborative
                  partners, governmental officials, fellow workers, and the
                  general public.

                  To further this objective, Genencor has adopted this Code of
                  Conduct ("Code"), which supersedes in all respects the
                  Corporate Compliance Policy issued by the Company in March,
                  2003. STRICT COMPLIANCE WITH THIS CODE IS MANDATORY.
                  Individuals violating this Code will be subject to appropriate
                  disciplinary action, up to and including termination of their
                  employment or relationship with the Company. This Code is
                  global in nature and is applicable in every work location to
                  the fullest extent permissible by applicable local law.

                  Furthermore, this Code is not intended to and does not in any
                  way constitute an employment contract or guarantee employment,
                  and Genencor reserves the right to amend, alter or terminate
                  this Code at any time for any reason. For the most part, this
                  Code does not establish any new rules of conduct. Instead, it
                  incorporates many of the Company's pre-existing policies and
                  otherwise formalizes the ethical code that Genencor has
                  followed since its inception. For officers and employees of
                  the Company, this Code may supplement existing policies and
                  procedures, including those in your employee handbook, as
                  amended from time to time. Officers and employees are directed
                  to review and adhere to those other policies and procedures as
                  well as this Code. All directors, officers and employees,
                  however, must thoroughly familiarize themselves with the
                  requirements of this Code and from time to time may be queried
                  as to their knowledge and understanding of this Code.

                                                                               1
<PAGE>

II.      ADMINISTRATION

                  The Audit Committee of the Board of Directors will oversee
                  this Code and will administer this Code as it relates to
                  directors and executive or principal officers (as designated
                  by the Board of Directors, from time to time and including, in
                  all cases, the principal executive, financial and accounting
                  officers of the Company). The day-to-day administration of
                  this Code will be the responsibility of the Corporate
                  Compliance Committee (as designated by management and
                  including, in all cases, the Company's compliance officer and
                  representatives of the Financial, Legal and Human Resources
                  Departments).

                  In addition, the Corporate Compliance Committee will provide
                  training materials and programs, track the Code's
                  effectiveness, review any allegations of wrongdoing and
                  provide periodic reports to the Audit Committee not less than
                  annually.

III.     WHERE TO GO FOR HELP

                  Since no single policy can cover every situation, individuals
                  covered by this Code will need to rely on their good judgment
                  in order to act properly in the wide variety of situations
                  that will arise in the course of the next days, months and
                  years. If any director, officer or employee has any doubt as
                  to the proper course of action, whether ethically or legally,
                  the proper course is always to seek out guidance from a member
                  of the Audit Committee or Corporate Compliance Committee, a
                  supervisor or the appropriate department as identified in the
                  various sections of this Code.

                  Directors and executive or principal officers of Genencor
                  International, Inc. who believe there may be a violation of
                  this Code by a director or by an executive or principal
                  officer should report such concern immediately to the Chairman
                  of the Audit Committee.

                  Otherwise, directors, officers or employees who believe there
                  may have been a violation of the Code should advise the
                  Corporate Compliance Committee immediately. Reports may be
                  made to the Corporate Compliance Committee on an ANONYMOUS
                  basis either through the electronic notification system
                  provided in the "Corporate Policies" section of the Company's
                  intranet or by writing to:

                                  Genencor International, Inc.
                                 Corporate Compliance Committee
                                    200 Meridian Centre Blvd.
                                       Rochester, NY 14618

                  GENENCOR WILL NOT PERMIT ANY FORM OF RETRIBUTION AGAINST ANY
                  PERSON WHO SUBMITS SUCH A REPORT IN GOOD FAITH.

                  Any waivers of this Code for executive officers or directors
                  may be made only by the Board of Directors or the Audit
                  Committee. Such a waiver should be promptly

                                                                               2
<PAGE>

                  disclosed in accordance with the applicable rules and
                  regulations of the U.S. Securities and Exchange Commission
                  ("SEC") and the Nasdaq Stock Market.

IV.      COMPLIANCE WITH LAWS, RULES AND REGULATIONS

                  Directors, officers and employees shall strive to conduct
                  Company business in compliance with applicable laws, rules and
                  regulations. When there is a doubt as to the lawfulness of any
                  proposed activity, advice should be sought from the Legal
                  Department prior to engaging in the proposed activity. While
                  this principle applies to all applicable laws, rules and
                  regulations, set forth in the remainder of this Code are
                  certain obligations that are of particular importance to the
                  Company.

V.       PUBLIC REPORTING

                  A.       DISCLOSURE OBLIGATIONS UNDER SECURITIES LAWS

                  As a public company, Genencor has a commitment to comply with
                  federal and state securities laws and regulations. To this
                  end, the Company has established procedures to promote, full,
                  fair, accurate, timely and understandable disclosure in
                  reports and documents filed with, or submitted to, federal or
                  state securities regulators. For example, the Company has
                  adopted policies and procedures concerning the preparation and
                  certification of periodic reports. Directors, officers and
                  employees must comply in all respects with the applicable
                  requirements of all such policies and procedures.

                  B.       CORPORATE DISCLOSURE

                  Publicly traded companies have a special burden and
                  responsibility to provide full and fair public disclosure of
                  material information in order to comply with the requirements
                  of the United States Securities and Exchange Commission
                  ("SEC") and the Nasdaq National Market on which Genencor
                  common stock is listed. "Material" information is generally
                  information that a reasonable investor would consider
                  important in determining whether to buy, sell or hold stock or
                  other securities. Accordingly, Genencor has adopted, and all
                  directors, officers and employees are expected to strictly
                  comply with the terms of, the current version of the policy
                  regarding "Prevention of Selective Disclosure and Promotion of
                  Full Disclosure of Material Information."

VI.      INSIDER TRADING

                  As a publicly traded company, Genencor also has a special
                  burden to disclose all material information in a formalized
                  and consistent way in order to avoid sanctions by the SEC. For
                  this reason, Genencor has adopted, and all directors, officers
                  and employees are expected to strictly adhere to the terms of,
                  the current version of the policy regarding "Prevention of
                  Insider Trading and Protection of Confidential Information".
                  Failure to abide by this policy may violate the law as well as
                  Genencor policy and may subject individuals to criminal
                  prosecution.

                                                                               3
<PAGE>

VII.     EXTERNAL RELATIONSHIPS

         A.       ANTITRUST

                  Given the nature of the biotechnology business, Genencor will
                  need to compete aggressively for business in all of its
                  geographic and product markets. This competition, however,
                  must strictly adhere to all applicable antitrust laws.
                  Violations of these laws can be extraordinarily severe --
                  antitrust laws often provide for either civil or criminal
                  actions against companies and individuals. The penalties can
                  range from substantial prison terms to triple monetary damages
                  or other civil penalties.

                  While these laws are complex and Genencor urges its employees
                  to seek the counsel of the Legal Department with respect to
                  specific circumstances which involve a significant risk of
                  antitrust exposure, these laws generally prohibit certain
                  types of activities which restrict competition. For example,
                  engaging in or taking steps to pursue any of the following are
                  prohibited: agreeing with competitors to fix prices or other
                  terms of sale, to divide markets, to allocate customers or to
                  boycott suppliers or customers.

         B.       CONFLICTS OF INTEREST

                  Genencor strives to respect, wherever possible, the privacy
                  and individual rights of its directors, officers and employees
                  in the conduct of their personal affairs wherever possible.
                  However, Company directors, officers and employees have a
                  primary business responsibility to the Company and are
                  expected to avoid any activity that may interfere, or have the
                  appearance of interfering, with the objective and effective
                  performance of this responsibility. An essential part of this
                  responsibility is the avoidance of any actual or perceived
                  conflicts between personal and Company interests. For purposes
                  of these responsibilities, the activities of immediate family
                  members will generally be considered to be the activities of
                  the director, officer or employee. A conflict of interest may
                  arise when a director, officer or employee receives improper
                  personal benefits as a result of his or her position in the
                  Company. A conflict of interest may also arise when personal
                  situations tend to influence or compromise a director's,
                  officer's or employee's ability to render impartial business
                  decisions in the best interest of the Company.

                  In the case of non-management directors of Genencor
                  International, Inc., the Board of Directors or a designated
                  committee of the Board of Directors shall review and consider
                  whether the other responsibilities or roles of each such
                  director do or could impair the directors ability to act in
                  the best interests of the Company. In such cases, the Board of
                  Directors or applicable committee of the Board of Directors
                  shall make recommendations to the Board regarding the proper
                  handling of the situation, including, where appropriate, the
                  suggestion that such director refrain from participating on a
                  matter when there is the potential for an actual or perceived
                  conflict of interest.

                                                                               4
<PAGE>

                  In the case of officers and employees, potential conflicts of
                  interest should be submitted to the Corporate Compliance
                  Committee for a determination regarding whether or not the
                  relationship or activity is acceptable.

         C.       RECEIVING AND GIVING GIFTS AND GRATUITIES

                  Directors, officers or employees are prohibited from giving or
                  receiving excessive gifts, payments, favors or business
                  entertainment to or from customers, suppliers or others having
                  or seeking a business relationship with Genencor. A director,
                  officer or employee of the Company may accept gifts, meals,
                  refreshments or entertainment as a courtesy, provided the
                  amenity is customarily associated with legitimate business
                  relationships and is not of such value or given with such
                  frequency that it could influence the director's, officer's or
                  employee's business decisions. Generally, however, directors,
                  officers and employees should reciprocate this hospitality
                  with similar courtesies.

         D.       IMPROPER CORPORATE PAYMENTS

                  Genencor specifically prohibits offering, giving, soliciting
                  or receiving bribes or kickbacks in connection with Company
                  business. These are criminal acts and can result in criminal
                  prosecution of any individuals involved as well as the
                  Company. An offer or gift to a government official may violate
                  the law even if there is no intent to influence the official.
                  Neither personal funds or resources, nor third parties, may be
                  used to do that which is prohibited in this paragraph.

VIII.    PROTECTION OF GENENCOR ASSETS AND INFORMATION

         A.       USE OF INFORMATION TECHNOLOGY AND E-MAIL

                  1.       COMPUTER SOFTWARE

                           Software designers and manufacturers usually seek to
                           protect their products with copyrights. Genencor's
                           policy is to respect such copyrights and to strictly
                           adhere to applicable laws and regulations regarding
                           the use and copying of software. Accordingly,
                           Genencor does not permit the installation, use or
                           copying of software where such action would violate
                           any license agreement or copyright. If you are
                           uncertain about this policy or the requirements
                           regarding any particular software, please contact the
                           Information Technology Department for guidance.

                  2.       E-MAIL, INTERNET AND TELEPHONE USAGE

                           Genencor provides electronic communications systems,
                           such as e-mail, voice mail and telephone services, as
                           well as connection to the Internet, primarily for
                           business use. Incidental and occasional personal use
                           of these systems is permitted provided such use: (a)
                           does not interfere with one's job performance,
                           disrupt others or subject Genencor to significant
                           additional expense, (b) is not in furtherance of the

                                                                               5
<PAGE>

                           business activity of any person or entity other than
                           Genencor, and (c) does not knowingly access or
                           transmit material containing (i) derogatory comments
                           regarding race, creed, color, gender, age, marital
                           status, disability, religion, national origin, sexual
                           orientation or veteran status, (ii) sexual content,
                           (iii) offensive language, (iv) material which would
                           negatively reflect upon Genencor or would offend
                           co-workers or threaten the safety of the workplace,
                           or (v) contents prohibited by law or regulation.

                           E-mail is not entirely secure, and, unlike a spoken
                           conversation, e-mail creates a lasting record.
                           Therefore, Genencor directors, officers and employees
                           should exercise the same care, caution and etiquette
                           in sending an e-mail message (whether internally or
                           externally) as they would in normal written business
                           communications. Internet use similarly can create a
                           lasting record and must be utilized in a professional
                           and appropriate manner.

         B.       CONFIDENTIALITY

                  Directors, officers and employees during the normal course of
                  their work will learn things concerning Genencor's business
                  and the businesses of its customers, suppliers and
                  collaborative partners that are confidential. Such persons
                  have a professional and ethical responsibility to treat such
                  information as privileged and to assure that such information
                  is not improperly or accidentally disclosed. Except as
                  required in the proper performance of your duties for Genencor
                  or by law, you may not use or disclose any of Genencor's
                  confidential information and must, upon termination of
                  employment, return to Genencor all copies of documents, notes,
                  computer disks, and other repositories containing confidential
                  information.

                  Moreover, the disclosure of confidential information belonging
                  to a third party is often subject to specific limitations
                  agreed upon in advance by Genencor and the third party. The
                  disclosure of such information must take place in accordance
                  with these specific limitations. Please contact the Legal
                  Department if you would like guidance with respect to specific
                  situations.

         C.       GENENCOR OWNERSHIP OF INVENTIONS AND INTELLECTUAL PROPERTY

                  Given the nature of Genencor's business, directors, officers
                  and employees may develop or participate in the development of
                  inventions, discoveries, improvements or copyrightable subject
                  matter using the experience and knowledge gained through
                  employment at Genencor. Accordingly, in order to protect its
                  assets and information, Genencor requires, as a condition of
                  employment, that each officer and employee sign an agreement
                  acknowledging that such intellectual property rights shall
                  belong to Genencor and committing each employee to transfer
                  any rights that employee might otherwise have with respect to
                  such intellectual property.

                                                                               6
<PAGE>

         D.       RECORD RETENTION AND MAINTENANCE OF PROPER BUSINESS RECORDS

                  Various fiscal, legal and operating requirements necessitate
                  that Genencor maintains complete and accurate business records
                  and that the company's records are maintained in an orderly
                  manner. For this reason, Genencor has adopted, and all
                  officers and employees are expected to strictly adhere to the
                  terms of, the current version of the Record Management Policy
                  and the associated Record Retention Guidelines. Failure to
                  abide by this policy may violate the law as well as Genencor
                  policy.

                  Consistent with the requirements of law, it is Company policy
                  to keep books, records, and accounts that accurately reflect
                  the transactions of the Company. Company transactions shall be
                  recorded as necessary and appropriate (i) to permit the
                  preparation of financial statements and tax returns in
                  conformity with generally accepted accounting and tax
                  principles and other applicable rules, regulations and
                  criteria, and (ii) to ensure full accountability for assets
                  and activities of the Company. Moreover, all employees are
                  responsible for maintaining complete and accurate business and
                  accounting records. In particular, no director, officer or
                  employee may make or permit to be made any false, misleading
                  or incomplete entries on Genencor's books and records, and no
                  funds or assets may be maintained by the Company for any
                  illegal or improper purposes. Any questions regarding these
                  particular requirements should be directed to your supervisor,
                  the Corporate Controller (with respect to financial reporting)
                  or the Legal Department.

         E.       EXPORT/IMPORT RESTRICTIONS

                  Due to the global nature of our business, Genencor may receive
                  requests for products or technology by persons in countries
                  subject to boycotts, sanctions or export controls by the
                  United States or other nations. Similarly, the jurisdictions
                  in which we do business may have laws or regulations
                  concerning the importation of products or technology. These
                  laws may be general in nature or may specifically regulate the
                  biotechnology industry and its products. Persons with
                  questions regarding these requirements should contact the
                  Regulatory Department or the Legal Department.

IX.      THE GENENCOR WORKPLACE

         A.       ENVIRONMENT, HEALTH AND SAFETY

                  Genencor is committed to conducting its business in compliance
                  with all applicable environmental, health and safety laws and
                  regulations in a manner that has the highest regard for the
                  safety and wellness of its personnel, the general public, and
                  the environment. Examples of these laws and regulations
                  include those concerning workplace safety and the labeling,
                  handling, transportation and disposal of potentially hazardous
                  substances. Genencor expects all directors, officers and
                  employees to abide by the letter and spirit of these laws and
                  regulations. Persons with questions regarding the requirements
                  that apply to their particular work area should contact their
                  supervisors, the Regulatory Department or the Legal
                  Department.

                                                                               7
<PAGE>

         B.       RESPECTING DIVERSITY

                  1.       DISCRIMINATION

                           Genencor is committed to a policy of providing equal
                           employment opportunities. Decisions, which affect
                           employment and the employment processes of the
                           company, such as hiring, promotion, training,
                           transfer, termination and demotion, will be made upon
                           merit, ability, performance and qualifications and
                           not on legally protected and discriminatory elements
                           such as race, creed, color, gender, age, marital
                           status, disability, religion, national origin, sexual
                           orientation or veteran status. Genencor will continue
                           to operate in strict compliance with all national,
                           state and local laws and regulations concerning these
                           issues. Persons with questions regarding these
                           requirements should consult the Human Resources
                           Department.

                  2.       HARASSMENT

                           Genencor is committed to maintaining a work
                           environment free from all forms of harassment
                           (including sexual harassment, physical harassment or
                           verbal or non-verbal abuse) where the individual
                           dignity of each individual is respected. Genencor
                           strictly prohibits all forms of harassment including,
                           but not limited to, harassment based on race, creed,
                           color, gender, age, marital status, disability,
                           religion, national origin or veteran status. This
                           policy extends to all directors, officers and
                           employees and to non-employees conducting business in
                           our work place.

                           Generally, harassment is the creation of an
                           intimidating, hostile or offensive working
                           environment. Sexual harassment is defined as
                           unwelcome sexual advances, requests for sexual favors
                           and/or other verbal or physical conduct of a sexual
                           nature where: submission to such conduct is made
                           either explicitly or implicitly a term or condition
                           of an individual's employment, submission or
                           rejection of such conduct by an individual is used as
                           the basis for employment decisions affecting such
                           individual, or such conduct has the purpose or effect
                           of unreasonably interfering with an individual's work
                           performance. Physical harassment refers to pushing,
                           hitting or other offensive behavior of a physical
                           nature. Verbal abuse refers to derogatory or
                           degrading comments regarding, but not limited to, an
                           individual's race, creed, color, gender, age, marital
                           status, disability, religion, national origin, sexual
                           orientation or veteran status. Individuals should
                           consult the Human Resources Department with questions
                           regarding this provision.

                           Moreover, if you feel you have been subjected to
                           harassment or intimidation, we urge you to inform
                           your supervisor, the Human Resources Department or
                           any other member of management. Complaints will be
                           fully investigated immediately and

                                                                               8
<PAGE>

                           confidentiality will be maintained to the degree
                           feasible. Genencor will not permit retribution
                           against any person who submits a report in good
                           faith.

         C.       SAFE WORKING ENVIRONMENT

                  All Genencor directors, officers and employees are expected to
                  be in a physical and mental condition that will allow them to
                  work and conduct themselves in a safe, professional and
                  competent manner. Genencor is also committed to providing a
                  work environment that is free of the problems associated with
                  the use and unlawful possession of controlled substances.

         D.       POLITICAL CONTRIBUTIONS

                  Political contributions by corporations are highly regulated.
                  Genencor will only make contributions, whether direct or
                  indirect, to candidates for public office, political parties,
                  or other political organizations in strict compliance with all
                  applicable national, state and local laws and regulations.
                  Furthermore, all such contributions must be in furtherance of
                  clear corporate objectives and coordinated in advance with the
                  Vice President, Corporate Communications. Individual
                  directors, officers and employees are free to be involved in
                  the political process, however, and to make personal
                  contributions as they see fit provided that such participation
                  does not negatively affect one's work performance or give the
                  appearance of being sanctioned by Genencor.

                                                                               9